Independent
Tenure on this board
7.6 yrs
3 nominees · 3 ballot items.
Three management proposals: (1) elect three Class II directors (Pat Grady, Curtis Liu, Catherine Wong) to serve until 2029; (2) ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026; and (3) approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, plus miscellaneous other business.
Elect Pat Grady, Curtis Liu, and Catherine Wong as Class II Directors to serve until the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables, and related narrative).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables, and narrative). Management seeks this advisory approval to affirm its compensation philosophy and practices, which emphasize pay-for-performance, a mix of base salary, cash-based incentive awards tied to net new ARR and non-GAAP operating income, and equity-based incentives to align executives with long-term stockholder value. The proposal is required by Section 14A of the Exchange Act and is presented as an advisory measure, meaning the board and compensation committee are not legally bound but will consider the vote results when making future compensation decisions. The Board recommends "FOR," arguing that the program is competitive, uses measurable company performance metrics, engages independent compensation consultants, and includes governance features such as a clawback policy and limits on repricing. Company-specific context includes strong 2025 operational results (e.g., ARR growth, net new ARR above target) and high prior shareholder support (98.3% in 2025), which the Compensation Committee cites in maintaining the program design. Potential governance considerations for sophisticated investors include the advisory (non-binding) nature of the vote—meaning a negative outcome is a reputational signal rather than an immediate operational constraint—and the degree to which disclosed metrics and equity grant practices drive long-term alignment versus short-term incentives. The board’s response frames the vote as a way to solicit shareholder feedback while retaining discretion; investors should weigh the disclosed pay elements, performance targets, peer benchmarking, and the company’s historical vote outcomes when evaluating whether the compensation program appropriately balances retention, incentives, and shareholder alignment. Overall, a "FOR" vote supports management's view that the current mix of cash and equity incentives, performance metrics, consultant oversight, and governance safeguards provide appropriate incentives for executives to pursue sustainable growth and shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 5.26% | 6,977,459 | $48M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.65% | 6,165,091 | $42M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.09% | 4,091,320 | $28M |
| 4 | BlackRock, Inc. | 2.96% | 3,924,879 | $27M |
| 5 | BlackRock, Inc. | 2.87% | 3,805,608 | $26M |
| 6 | FMR LLC | 2.47% | 3,279,127 | $22M |
| 7 | SC US (TTGP), LTD. | 1.93% | 2,563,750 | $17M |
| 8 | STATE STREET CORP | 1.83% | 2,429,307 | $17M |
| 9 | Point72 Asset Management, L.P.Activist | 1.82% | 2,411,300 | $16M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 1.66% | 2,206,092 | $15M |
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